VIA OPTRONICS AG AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • September 21st, 2020 • Via Optronics AG • Semiconductors & related devices • New York
SHIGA FACILITY LEASE AGREEMENTFacility Lease Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Shiga Facility Lease Agreement (this “Agreement”) is entered into on March 29, 2018 between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Landlord”), and VTS-TOUCHSENSOR CO., LTD. (formerly known as Toppan Touch Panel Products Co., Ltd.), a company organized under the laws of Japan (“Tenant”). This Agreement is effective from March 26, 2018 (the “Effective Date”). Each of Landlord and Tenant is referred to as a “Party.”
FRAMEWORK AGREEMENT between VIA OPTRONICS GMBH and TOPPAN PRINTING CO., LTD. dated November 30, 2017Framework Agreement • September 21st, 2020 • Via Optronics AG • Semiconductors & related devices
This Framework Agreement (this “Agreement”) is entered into on [November 30], 2017 between VIA optronics GmbH, a company organized under the laws of Germany (“VIA”), and Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppan”). Each of Toppan and VIA is referred to as a “Party”, and together, as the “Parties”.
EMPLOYEE SECONDMENT AGREEMENT (TEP)Employee Secondment Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Employee Secondment Agreement (TEP) (this “Agreement”) is entered into on March 29, 2018 by and between Toppan Electronics Products Co., Ltd. with its principal place of business at 5-1, Taito 1-chome, Taito-ku, Tokyo, Japan (“Toppan”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products Co., Ltd.), with its principal place of business at 1101-20, Myohoji-cho, Higashiomi, Shiga, 527-0046, Japan (“COMPANY”). This Agreement is effective from March 26, 2018 (the “Effective Date”). Each of Toppan and COMPANY is referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
INVESTMENT AGREEMENTInvestment Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
THIS INVESTMENT AGREEMENT (this “Agreement”) is made as of March 7, 2019 by and between VIA optronics AG, a German stock corporation (Aktiengesellschaft), with business address at Sieboldstraße 18, 80411 Nuremberg, Germany (“VIA”), VIA Optronics GmbH, a German private limited company (Gesellschaft mit beschränkter Haftung), with business address at Lettenfeldstraße 15, 90592 Schwarzenbruck, Germany (“VIA GmbH”) and Corning Research & Development Corporation, a Delaware corporation, with business address at One Riverfront Plaza, Corning, New York 14831, USA (“Corning”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Framework Cooperation Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
Die Parteien haben einen Rahmenliefervertrag vom 17. Dezember 2010 und einen Ergänzungsvertrag zu diesem Rahmenliefervertrag am 19. April 2013 /26. April 2013 geschlossen (“Bisheriger Rahmenliefervertrag”). The Parties entered into a Framework Supply Agreement on December 17, 2010 and a supplementary agreement thereto dated April 19/26, 2013 (hereinafter referred to jointly as the “Current Framework Supply Agreement”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. TRANSFERRED IP PURCHASE AGREEMENTTransferred Ip Purchase Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Transferred IP Purchase Agreement (this “Agreement”) is entered into on March 29, 2018 between VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products, Co., Ltd.), a company organized under the laws of Japan (“Buyer”), and Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Seller”). Each of Buyer and Seller is referred to as a “Party.”
EMPLOYEE SECONDMENT AGREEMENT (TOPPAN)Employee Secondment Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Employee Secondment Agreement (Toppan) (this “Agreement”) is entered into on March 29, 2018 by and between Toppan Printing Co., Ltd. with its principal place of business at 5-1, Taito 1-chome, Taito-ku, Tokyo, Japan (“Toppan”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products Co., Ltd.), with its principal place of business at 1101-20, Myohoji-cho, Higashiomi, Shiga, 527-0046, Japan (“COMPANY”). This Agreement is effective from March 26, 2018 (the “Effective Date”). Each of Toppan and COMPANY is referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
IP LICENSE AGREEMENTIp License Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This IP License Agreement (this “Agreement”) is entered into on March 29, 2018 (the “Effective Date”) between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Licensor”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products, Co., Ltd.), a company organized under the laws of Japan (“Licensee”). Each of Licensor and Licensee is referred to as a “Party.”
SHAREHOLDERS’ AGREEMENT between VIA OPTRONICS GMBH and TOPPAN PRINTING CO., LTD. dated March 23, 2018Shareholders Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Shareholders’ Agreement (this “Agreement”) is entered into on March 23, 2018 between VIA optronics GmbH, a company organized under the laws of Germany (the “VIA”) and Toppan Printing Co., Ltd., a company organized under the laws of Japan (the “Toppan” and, together with VIA, the “Shareholders”)
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SYSTEM USE AGREEMENTSystem Use Agreement • July 31st, 2019 • Via Optronics AG • Semiconductors & related devices
This System Use Agreement (this “Agreement”) is entered into on March 29, 2018 between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppan”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products Co., Ltd.), a company organized under the laws of Japan (“Company”). This Agreement is effective from March 26, 2018 (the “Effective Date”). Each of Toppan and Company is referred to as a “Party.”
BUSINESS ASSISTANCE AGREEMENTBusiness Assistance Agreement • July 31st, 2019 • Via Optronics AG • Semiconductors & related devices
This Business Assistance Agreement (the “Agreement”) is entered into on March 29, 2018, between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppan”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products, Co., Ltd.), a company organized under the laws of Japan (the “Company”). This Agreement is effective from March 26, 2018 (the “Effective Date”). Each of Toppan and the Company is referred to as a “Party”, and together, as the “Parties”.
ContractProject Contract • July 31st, 2019 • Via Optronics AG • Semiconductors & related devices
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
R&D AND CONSIGNMENT AGREEMENTR&d and Consignment Agreement • July 31st, 2019 • Via Optronics AG • Semiconductors & related devices
This R&D and Consignment Agreement (the “Agreement”) is entered into on March 29, between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppan”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products, Co., Ltd.), a company organized under the laws of Japan (the “Company”). This Agreement is effective from and after March 29, 2018 (the “Effective Date”). Each of Toppan and the Company is referred to as a “Party”, and together, as the “Parties”.
DISTRIBUTION AGREEMENTDistribution Agreement • July 31st, 2019 • Via Optronics AG • Semiconductors & related devices
This Distribution Agreement (this “Agreement”) is entered into on March 29, 2018 between VTS-Touchsensor Co., Ltd., a company organized under the laws of Japan (“Seller”), and Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Distributor”). Each of Seller and Distributor is referred to as a “Party.” This Agreement is effective March 29, 2018 (the “Effective Date”).
BUSINESS ASSISTANCE AGREEMENTBusiness Assistance Agreement • September 21st, 2020 • Via Optronics AG • Semiconductors & related devices
This Business Assistance Agreement (the “Agreement”) is entered into on March 29, 2018, between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppan”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products, Co., Ltd.), a company organized under the laws of Japan (the “Company”). This Agreement is effective from March 26, 2018 (the “Effective Date”). Each of Toppan and the Company is referred to as a “Party”, and together, as the “Parties”.
Service and Support AgreementService and Support Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Service and Support Agreement (“Agreement”) confirms in writing the already orally made agreement between the Parties as of March and is effective as of 7th day of January, 2019 (the “Effective Date”), between
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.R&d and Consignment Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This is to confirm the amendment to R&D AND CONSIGNMENT AGREEMENT (“the Agreement”) executed on March 29, 2018 between Toppan Inc. (“Toppan”) and VTS-Touchsensor Products Co., Ltd. (“Company”). Toppan and Company is referred to as a “Party”, and together, as the “Parties”.
Framework Development AgreementFramework Development Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Framework Development Agreement (“Agreement”) confirms in writing the already orally made agreement between the Parties as of April 2019 and is effective as of 1st day of November, 2018 (the “Effective Date”), between
R&D AND CONSIGNMENT AGREEMENTR&d and Consignment Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This R&D and Consignment Agreement (the “Agreement”) is entered into on March 29, 2018 between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppan”), and VTS-Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products, Co., Ltd.), a company organized under the laws of Japan (the “Company”). This Agreement is effective from and after March 29, 2018 (the “Effective Date”). Each of Toppan and the Company is referred to as a “Party”, and together, as the “Parties”.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2020 • Via Optronics AG • Semiconductors & related devices • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between VIA optronics AG, a German stock corporation (Aktiengesellschaft) (the “Company”), and you as representative of a group of Underwriters (the “Underwriters”) named therein, relating to an underwritten public offering of American Depositary Shares (“ADSs”) representing ordinary shares with a notional value of €1.00 each (“Shares”) of the Company (the “Offering”).
SYSTEM USE AGREEMENTSystem Use Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This System Use Agreement (this “Agreement”) is entered into on March 29, 2018 between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppan”), and VTS- Touchsensor Co., Ltd. (formerly known as Toppan Touch Panel Products Co., Ltd.), a company organized under the laws of Japan (“Company”). This Agreement is effective from March 26, 2018 (the “Effective Date”). Each of Toppan and Company is referred to as a “Party.”
GERMANEERS GMBH CONTRACT FOR THE PURCHASE AND TRANSFER OF GMBH SHARESShare Purchase and Transfer Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
1 Sale and Assignment of Shares; Record Date; Entitlement to Profits 5 2 Fixed Purchase Price 5 3 Retention Payments 6 4 [omitted] 8 5 Earn-Out 8 6 Conclusion of new Managing Director Service Agreements 9 7 Independent Guarantees of the Sellers 9 8 Legal Consequences of Breaches of Guarantee 15 9 Exclusion and Limitation of the Liability of the Sellers 15 10 Taxes and duties 16 11 Value Added Tax 17 12 Third-Party Claims 18 13 Period of Limitation 18 14 Non-competition Clause; Non-solicitation Clause 18 15 Secrecy and Confidentiality, Press Release 19 16 Interest 19 17 Costs and taxes 19 18 Miscellaneous 19
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Employee Secondment Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This is to confirm the amendment to EMPLOYEE SECONDMENT AGREEMENT (TEP) executed on March 29, 2018 (the “Agreement”) between Toppan Electronics Products Co., Ltd. (“TEP”) and VTS-TOUCHSENSOR Co., LTD (“VTS”).
ContractProject Contract • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
AMENDMENT TO BUSINESS ASSISTANCE AGREEMENTBusiness Assistance Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This Amendment to Business Assistance Agreement (this “Amendment”) is dated as of March 26, 2021 (the “Amendment Effective Date”), and is by and between Toppan Printing Co., Ltd., a Japanese corporation with its principal place of business at 3-19-26 Shibaura Minato-ku, Tokyo 108-8539, Japan (“Toppan”), and VTS-Touchsensor Co., Ltd., a Japanese corporation with its principal place of business at 1101-20, Myohoji-cho, Higashi-ohmi, Shiga 527-0046 Japan (“VTS”). Defined terms used herein not otherwise defined shall have the meaning ascribed to them in the Agreement (as defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.R&d and Consignment Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This is to confirm the amendment to R&D AND CONSIGNMENT AGREEMENT (“the Agreement”) executed on March 29, 2018 between Toppan Inc. (“Toppan”; formerly known as Toppan Printing Co., Ltd.) and VTS-Touchsensor Products Co., Ltd. (“Company”).
AMENDMENTBusiness Support Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This is to confirm the amendment to BUSINESS SUPPORT AGREEMENT executed on April 24, 2020 (“the Agreement”) between Toppan Inc. (formerly known as Toppan Printing Co., Ltd.) and VTS-Touchsensor Co., Ltd.
AMENDMENTSystem Use Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This is to confirm the amendment to SYSTEM USE AGREEMENT executed on March 29, 2018, its first AMENDMENT excused on December 31, 2018, its second AMENDMENT excused on November 7, 2019, its third AMENDMENT excused on April 24, 2020 and its fourth AMENDMENT excused on June 18, 2020 (collectively referred to as “the Agreement”) between Toppan Printing Co., Ltd. and VTS-TOUCHSENSOR Co., LTD.
DISTRIBUTION AGREEMENTDistribution Agreement • September 4th, 2020 • Via Optronics AG • Semiconductors & related devices
This Distribution Agreement (this “Agreement”) is entered into on March 29, 2018 between VTS-Touchsensor Co., Ltd., a company organized under the laws of Japan (“Seller”), and Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Distributor”). Each of Seller and Distributor is referred to as a “Party.” This Agreement is effective March 29, 2018 (the “Effective Date”).
BUSINESS SUPPORT AGREEMENTBusiness Support Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This Business Support Agreement (this “Agreement”) is entered into on April 24,2020 between Toppan Printing Co., Ltd., a company organized under the laws of Japan (“Toppsn”) and VTS-Touchsensor Co., Ltd., a company organized under the laws of Japan (“VTS”). Each of Toppan and VTS is referred to as a uParty?
VIA OPTRONICS AGShareholders Agreement • September 21st, 2020 • Via Optronics AG • Semiconductors & related devices
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Employee Secondment Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This is to confirm the amendment to EMPLOYEE SECONDMENT AGREEMENT (TOPPAN) executed on March 29, 2018 (the “Agreement”) between Toppan Printing Co., Ltd. (“Toppan”) and VTS-TOUCHSENSOR Co., LTD (“VTS”).
AMENDMENT TO BUSINESS ASSISTANCE AGREEMENTBusiness Assistance Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This Amendment to Business Assistance Agreement (this “Amendment”) is dated as of April 1, 2022 (the “Amendment Effective Date”), and is by and between Toppan Inc. (formerly known as Toppan Printing Co., Ltd.), a Japanese corporation with its principal place of business at 3-19-26 Shibaura Minato-ku, Tokyo 108-8539, Japan (“Toppan”), and VTS-Touchsensor Co., Ltd., a Japanese corporation with its principal place of business at 1101-20, Myohoji-cho, Higashi-ohmi, Shiga 527-0046 Japan (“VTS”). Defined terms used herein not otherwise defined shall have the meaning ascribed to them in the Agreement (as defined below).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Satte Facility Lease Agreement • May 16th, 2022 • Via Optronics AG • Semiconductors & related devices
This is to confirm the amendment to SATTE FACILITY LEASE AGREEMENT (hereinafter referred to as “the Agreement”) executed on March 29, 2018, which incorporates its first AMENDMENT on July 26, 2019, its second AMENDMENT on April 24, 2020, its third AMENDMENT on June 20, 2020 and its fourth AMENDMENT on August 23, 2021 between Toppan Inc. (formerly known as Toppan Printing Co., Ltd.) and VTS-TOUCHSENSOR Co., LTD (collectively referred to as the “Parties”).
